SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-K/A
AMENDMENT No.2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended February 27, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to________
Commission file number 1-4415
Park Electrochemical Corp.
(Exact name of registrant as specified in its charter)
New York 11-1734643
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Dakota Drive, Lake Success, New York 11042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 354-4100
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $.10 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
[Not Applicable]
State the aggregate market value of the voting stock held by non-
affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date
within 60 days prior to the date of filing.
As of close
Title of Class Aggregate market value of business on
Common Stock, $149,213,259* May 9, 1994
$.10 par value
[cover page 1 of 2 pages]
1
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.
Shares As of close
Title of Class outstanding of business on
Common Stock, 5,101,308 May 9, 1994
$.10 par value
=====================================================================
*Included in such amount are 856,086 shares of common stock valued at
$29.250 per share and held by Jerry Shore, the Registrant's Chief
Executive Officer and Chairman of the Board and a member of the
Registrant's Board of Directors.
[cover page 2 of 2 pages]
2
Item 8. Financial Statements and Supplementary Data.
[The Company's Financial Statements begin on the next page.]
3
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of
Park Electrochemical Corp.
Lake Success, New York
We have audited the accompanying consolidated balance sheet of Park
Electrochemical Corp. and subsidiaries as of February 27, 1994 and the
related consolidated statements of earnings, stockholders' equity, and
cash flows for the year then ended. Our audit also included the financial
statement schedules listed in the Index at Item 14(a)(2). These financial
statements and financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedules based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements for the year ended
February 27, 1994 present fairly, in all material respects, the financial
position of Park Electrochemical Corp. and subsidiaries as of February 27,
1994, and the results of their operations and their cash flows for the
year then ended in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement
schedules, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
ERNST & YOUNG
New York, New York
May 6, 1994
4
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Park Electrochemical Corp.
Lake Success, New York
We have audited the accompanying consolidated balance sheet of Park
Electrochemical Corp. and subsidiaries as of February 28, 1993, and the
related consolidated statements of earnings, stockholders' equity, and
cash flows for each of the two years in the period ended February 28,
1993. Our audits also included the financial statement schedules listed
in the Index at Item 14(a)(2). These financial statements and financial
statement schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements
and financial statement schedules based on our audits. We did not audit
the financial statements relating to certain wholly-owned subsidiaries,
which statements reflect total assets constituting 8.4% of consolidated
total assets as of February 28, 1993, and total net sales constituting
9.8% and 10.1% of consolidated total net sales for the fiscal years ended
February 28, 1993 and March 1, 1992, respectively. Such financial
statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts
included for such subsidiaries, is based solely on the reports of such
other auditors.
We conducted our audits in accordance with the generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosure in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
and the reports of other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the reports of other auditors,
such consolidated financial statements present fairly, in all material
respects, the financial position of Park Electrochemical Corp. and
subsidiaries as of February 28, 1993 and the results of their operations
and their cash flows for each of the two years in the period ended
February 28, 1993 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedules when
considered in relation to the basic consolidated financial statements
taken as a whole, present fairly in all material respects the information
set forth therein.
As discussed in Note 16, the accompanying consolidated financial
statements for each of the two years in the period ended February 28, 1993
have been restated.
Deloitte & Touche LLP
May 7, 1993
(October 8, 1993 as to Note 16)
5
AUDITORS' REPORT
Board of Directors and Shareholders
Park Electrochemical Corp.
Lake Success, New York
We have audited the balance sheets of New England Laminates (UK) Limited
(a wholly-owned United Kingdom subsidiary of Park Electrochemical Corp.)
as of February 28, 1993 and the related statements of operations,
shareholders' equity and cash flows for each of the two years in the
period ended February 28, 1993. These financial statements (which are not
presented separately herein) are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of New England Laminates (UK) Limited as
of February 28, 1993 and the results of its operations and its cash flows
for each of the two years in the period ended February 28, 1993 in
conformity with generally accepted accounting principles.
Arthur Andersen
Chartered Accountants and Registered Auditors
Manchester, England
May 1, 1993
6
AUDITORS' REPORT
Board of Directors and Shareholders
Park Electrochemical Corp.
Lake Success, New York
We have audited the balance sheets of Technocharge Limited (a wholly-owned
United Kingdom subsidiary of Park Electrochemical Corp.) as of February
28, 1993 and the related statements of operations, shareholders' equity
and cash flows for each of the two years in the period ended February 28,
1993. These financial statements (which are not presented separately
herein) are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Technocharge Limited as of February
28, 1993 and the results of its operations and its cash flows for each of
the two years in the period ended February 28, 1993 in conformity with
generally accepted accounting principles.
Arthur Andersen
Chartered Accountants and Registered Auditors
Manchester, England
May 1, 1993
7
AUDITORS' REPORT
Board of Directors and Shareholders
Park Electrochemical Corp.
Lake Success, New York
We have audited the balance sheets of Tweedbank P.C.B. Supplies Limited (a
wholly-owned United Kingdom subsidiary of Park Electrochemical Corp.) as
of February 28, 1993 and the related statements of operations, share-
holders' deficit and cash flows for the year ended February 28, 1993 and
the period ended March 1, 1992. These financial statements (which are not
presented separately herein) are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Tweedbank P.C.B. Supplies Limited as
of February 28, 1993 and the results of its operations and its cash flows
for the year ended February 28, 1993 and the period ended March 1, 1992 in
conformity with generally accepted accounting principles.
Arthur Andersen
Chartered Accountants and Registered Auditors
Manchester, England
May 1, 1993
8
<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Shares and Per Share Amounts)
<CAPTION>
February 27, February 28,
<S> 1994 1993
<C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 14,135 $ 9,006
Marketable securities (Note 2) 23,918 23,762
Accounts receivable, less allowance for
doubtful accounts of $2,673 and $2,977,
respectively 28,904 26,114
Inventories (Note 3) 16,144 14,233
Prepaid expenses and other current
assets (Note 8) 2,738 1,853
Total current assets 85,839 74,968
PROPERTY, PLANT AND EQUIPMENT - At cost, less
accumulated depreciation and amortization
(Note 4) 51,398 50,478
OTHER ASSETS 3,513 3,563
TOTAL $140,750 $129,009
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank loans payable (Note 5) $ 78 $ 120
Accounts payable 24,443 19,226
Accrued liabilities (Note 6) 12,487 8,735
Income taxes payable 2,964 1,076
Total current liabilities 39,972 29,157
LONG-TERM DEBT (Note 7) 32,861 33,957
DEFERRED INCOME TAXES (Note 8) 4,772 4,395
DEFERRED PENSION LIABILITY (Note 11) 1,691 800
COMMITMENTS AND CONTINGENCIES (Notes 11 and 12)
STOCKHOLDERS' EQUITY (Notes 9, 10 and 11):
Preferred stock, $1 par value per share -
authorized, 500,000 shares; issued, none - -
Common stock, $.10 par value per share -
authorized, 15,000,000 shares; issued,
5,203,825 and 5,177,451 shares, respectively 520 518
Additional paid-in capital 17,965 17,250
Retained earnings 57,098 50,312
Currency translation adjustments 177 109
Pension liability adjustment (1,148) (398)
74,612 67,791
Less treasury stock, at cost, 1,150,642 and
635,461 shares, respectively (13,158) (7,091)
Total stockholders' equity 61,454 60,700
TOTAL $140,750 $129,009
<FN>
See notes to consolidated financial statements
</TABLE>
9
<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In Thousands, Except Per Share Amounts)
<CAPTION>
52 Weeks Ended
February 27, February 28, March 1,
1994 1993 1992
<S> <C> <C> <C>
NET SALES $208,410 $175,176 $165,287
COSTS AND EXPENSES:
Cost of sales 168,175 149,145 141,717
Selling, general and administrative 25,930 22,865 21,250
Total costs and expenses 194,105 172,010 162,967
Operating profit 14,305 3,166 2,320
OTHER INCOME (EXPENSE):
Interest expense (2,407) (2,058) (2,649)
Other income, net (Notes 2 and 14) 947 1,967 2,252
Total other income (expense) (1,460) (91) (397)
EARNINGS BEFORE INCOME TAXES 12,845 3,075 1,923
INCOME TAX PROVISION (Note 8) 4,783 810 608
NET EARNINGS $ 8,062 $ 2,265 $ 1,315
EARNINGS PER COMMON SHARE (Note 10):
Primary $2.02 $ .50 $ .29
Fully diluted $1.69 $ .50 $ .29
<FN>
See notes to consolidated financial statements.
</TABLE>
10
<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In Thousands, Except Shares and Per Share Amounts)
<CAPTION>
Additional Currency Pension
Common Stock Paid-in Retained Translation Liability Treasury Stock
Shares Amount Capital Earnings Adjustments Adjustment Shares Amount
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, MARCH 3, 1991 5,177,451 $518 $17,313 $49,632 $3,770 $ (336) 647,273 $ (7,221)
Net earnings 1,315
Exchange rate changes (1,180)
Change in pension liability
adjustment (29)
Cash dividends,
$.32 per share (1,449)
Purchase of treasury stock 5,062 (58)
BALANCE, MARCH 1, 1992 5,177,451 518 17,313 49,498 2,590 (365) 652,335 (7,279)
Net earnings 2,265
Exchange rate changes (2,481)
Change in pension
liability adjustment (33)
Stock options exercised (63) (16,875) 188
Cash dividends,
$.32 per share (1,451)
Purchase of treasury stock 1
BALANCE, FEBRUARY 28, 1993 5,177,451 518 17,250 50,312 109 (398) 635,461 (7,091)
Net earnings 8,062
Exchange rate changes 68
Change in pension
liability adjustment (750)
Stock options exercised 184 (43,625) 499
Conversion of debentures 26,374 2 531
Cash dividends,
$.32 per share (1,276)
Purchase of treasury stock 558,806 (6,566)
BALANCE, FEBRUARY 27, 1994 5,203,825 $520 $17,965 $57,098 $ 177 $(1,148) 1,150,642 $(13,158)
<FN>
See notes to consolidated financial statements.
</TABLE>
<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<CAPTION>
52 Weeks Ended
February 27, February 28, March 1,
1994 1993 1992
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 8,062 $ 2,265 $ 1,315
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization 8,733 7,840 7,196
Provision for doubtful accounts receivable (3) 1,904 1,350
Gain on sale of marketable securities (61) (180) (157)
Provision for deferred income taxes (52) (1,025) (294)
Other, net 282 220 119
Changes in operating assets and liabilities:
(Increase) in accounts receivable (2,773) (1,154) (3,700)
(Increase) decrease in inventories (1,908) (1,100) 3,895
Decrease (increase) in prepaid expenses
and other current assets 89 784 (371)
Decrease (increase) in other assets 164 (2,138) (552)
Increase (decrease) in accounts payable 5,265 544 (1,022)
Increase in accrued liabilities 3,247 810 1,162
Increase in income taxes payable 1,007 633 364
Net cash provided by operating activities 22,052 9,403 9,305
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net (9,627) (10,307) (10,910)
Purchases of marketable securities (200,404) (288,213) (376,800)
Proceeds from sales of marketable securities 200,309 293,584 377,048
Cash acquired in acquisition, net of cash paid - 6 -
Net cash used in investing activities (9,722) (4,930) (10,662)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of borrowings (64) (1,402) (2,741)
Dividends paid (1,276) (1,451) (1,449)
Proceeds from exercise of stock options 683 - -
Purchase of treasury stock (6,566) - (58)
Other - 3 (21)
Net cash used in financing activities (7,223) (2,850) (4,269)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
BEFORE EFFECT OF EXCHANGE RATE CHANGES 5,107 1,623 ( 5,626)
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS 22 (544) (205)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5,129 1,079 ( 5,831)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 9,006 7,927 13,758
CASH AND CASH EQUIVALENTS, END OF YEAR $ 14,135 $ 9,006 $ 7,927
<FN>
See notes to consolidated financial statements.
</TABLE>
12
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED FEBRUARY 27, 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Principles of Consolidation - The consolidated financial statements
include the accounts of Park Electrochemical Corp. ("Park") and its
subsidiaries (collectively, the "Company"), substantially all of which
are wholly owned. All significant intercompany balances and
transactions have been eliminated.
b. Accounting Period - The Company's fiscal year is the 52 or 53 week
period ending the Sunday nearest to the last day of February. Fiscal
years 1994, 1993 and 1992 ended on February 27, 1994, February 28,
1993 and March 1, 1992, respectively. Each fiscal year presented
included 52 weeks.
c. Marketable Securities - Marketable securities are stated at the lower
of aggregate cost or market.
d. Inventories - Inventories are stated at the lower of cost (first-in,
first-out method) or market.
e. Depreciation and Amortization - Depreciation and amortization are
computed principally by the straight-line method over the estimated
useful lives of the related assets or, with respect to leasehold
improvements, the term of the lease, if shorter.
f. Income Taxes - Deferred income taxes are provided for temporary
differences in the reporting of certain items, primarily depreciation,
for income tax purposes as compared to financial accounting purposes.
United States ("U.S.") Federal income taxes have not been provided on
the undistributed earnings (approximately $7,100,000 at February 27,
1994) of the Company's foreign subsidiaries, since it is management's
practice and intent to reinvest such earnings in the operations of
these subsidiaries.
g. Foreign Currency Translation - Assets and liabilities of foreign
subsidiaries using currencies other than the U.S. dollar as their
functional currency are translated into U.S. dollars at year-end
exchange rates and income and expense items are translated at average
exchange rates for the period. Gains and losses resulting from
translation are recorded as currency translation adjustments in
stockholders' equity.
h. Deferred Charges - Preoperating and start-up costs incurred in
connection with new manufacturing facilities are deferred and included
in other assets and amortized on a straight-line basis over five
years.
Costs incurred in connection with the issuance of debt financing are
deferred and included in other assets and amortized on a straight-line
basis over the respective debt repayment period.
13
i. Consolidated Statements of Cash Flows - The Company considers all
money market securities and investments with maturities at the date of
purchase of 90 days or less to be cash equivalents.
<TABLE>
Supplemental cash flow information:
<CAPTION>
Fiscal Year
1994 1993 1992
<S> <C> <C> <C>
Cash paid during the year for:
Interest $2,352,000 $2,002,000 $2,592,000
Income taxes 3,960,000 1,072,000 899,000
</TABLE>
j. Accounting for Certain Investments in Debt and Equity Securities - The
Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities". SFAS No. 115 will
require investments in marketable equity securities and debt
securities to be presented at fair value. Implementation of SFAS No.
115 will not be required until fiscal 1995. The impact, if any, of
SFAS No. 115 on the consolidated financial statement is not expected
to be significant.
2. MARKETABLE SECURITIES
<TABLE>
<CAPTION> February 27, February 28,
1994 1993
<S> <C> <C>
Certificates of deposit $ - $ 2,000,000
Floating rate and medium term notes 6,000,000 2,000,000
Deposit notes - 3,999,000
U.S. Treasury bills and other
government securities 17,782,000 15,754,000
Other 136,000 9,000
$23,918,000 $23,762,000
</TABLE>
Included in other income are realized gains on marketable securities
transactions of $61,000, $180,000 and $157,000 for fiscal 1994, 1993 and
1992, respectively.
3. INVENTORIES
<TABLE>
<CAPTION> February 27, February 28,
1994 1993
<S> <C> <C>
Raw materials $ 4,727,000 $ 4,580,000
Work-in-process 3,479,000 2,331,000
Finished goods 7,581,000 6,835,000
Manufacturing supplies 357,000 487,000
$16,144,000 $14,233,000
</TABLE>
13
<TABLE>
4. PROPERTY, PLANT AND EQUIPMENT
<CAPTION>
February 27, February 28,
1994 1993
<S> <C> <C>
Land, buildings and improvements $17,460,000 $15,546,000
Machinery, equipment, furniture
and fixtures 88,463,000 81,764,000
105,923,000 97,310,000
Less accumulated depreciation
and amortization 54,525,000 46,832,000
$51,398,000 $50,478,000
</TABLE>
Depreciation and amortization expense relating to property, plant and
equipment amounted to $8,188,000, $7,148,000 and $6,842,000 for fiscal
1994, 1993 and 1992, respectively. Interest expense capitalized to
property, plant and equipment amounted to $109,000, $508,000 and $206,000
for fiscal 1994, 1993 and 1992, respectively.
5. BANK LOANS PAYABLE
Bank loans payable consist of $78,000 of unsecured demand loans relating
to foreign subsidiaries. Related foreign lines of credit totalled
$6,100,000 at February 27, 1994, of which $6,022,000 remains available
to the subsidiaries. The weighted average interest rate applicable to
such loans outstanding at February 27, 1994 approximated 8%.
<TABLE>
6. ACCRUED LIABILITIES
<CAPTION>
February 27, February 28,
1994 1993
<S> <C> <C>
Payroll and commissions $ 3,112,000 $ 1,868,000
Taxes, other than income taxes 1,191,000 1,140,000
Other 8,184,000 5,727,000
$12,487,000 $ 8,735,000
</TABLE>
<TABLE>
7. LONG-TERM DEBT
<CAPTION> February 27, February 28,
1994 1993
<S> <C> <C>
7.25% convertible subordinated
debentures $32,852,000 $33,398,000
Other 71,000 572,000
32,923,000 33,970,000
Less current portion (included
in accrued liabilities) 62,000 13,000
$32,861,000 $33,957,000
</TABLE>
On June 12, 1986, the Company issued $35,000,000 of principal amount
7.25% convertible subordinated debentures which mature on June 15, 2006
with interest payable semiannually on June 15 and December 15 of each
year. The debentures are unsecured, subordinated to bank loans payable
(Note 5) and other long-term debt and are convertible at any time prior
to maturity into shares of the Company's common stock at $20.70 per
share. The Company may redeem the debentures at specified prices, plus
accrued interest, currently at 102.175% of principal value and declining
to 100% on June 15, 1996. Beginning June 15, 1996, and on each June 15
through 2005, the Company is required to redeem 7.5% of the original
principal amount, adjusted for any earlier redemptions, conversions or
14
open market purchases, to retire 75% of the debentures prior to maturity.
The indenture contains a minimum net worth requirement and certain
limitations regarding the payment of dividends and acquisitions of
treasury shares. Underwriting discount and related costs incurred in
connection with this financing amounted to $1,240,000.
On April 5, 1994, the Company announced that it had elected to redeem the
7.25% convertible subordinated debentures on May 31, 1994. The
redemption price will be $1,021.75, plus accrued interest through the
redemption date, for each $1,000 principal amount. A $1,000 principal
amount debenture is convertible into 48.31 shares of the Company's common
stock at any time prior to the close of business on May 27, 1994. As of
May 5, 1994, $21,917,000 of principal amount debentures were converted
into 1,058,755 shares of the Company's common stock. The Company
believes that a substantial portion of the $11,481,000 balance of
debentures still outstanding as of May 5, 1994 will convert into the
Company's common stock prior to May 31, 1994. If the conversion of
substantially all the debentures had occurred as of the beginning of the
1994 fiscal year, the primary earnings per share for fiscal 1994 would
have closely approximated the fully diluted earnings per share for fiscal
1994.
8. INCOME TAXES
<TABLE>
The income tax provision includes the following:
<CAPTION>
Fiscal Year
1994 1993 1992
<S> <C> <C> <C>
Current:
Federal $4,300,000 $1,650,000 $ 841,000
State and local 535,000 185,000 455,000
Foreign - - (394,000)
4,835,000 1,835,000 902,000
Deferred:
Federal 396,000 (475,000) (10,000)
State and local (145,000) (160,000) (5,000)
Foreign (303,000) (390,000) (279,000)
(52,000) (1,025,000) (294,000)
$4,783,000 $ 810,000 $ 608,000
</TABLE>
The Company's effective income tax rate differs from the statutory U.S.
Federal income tax rate as a result of the following:
Fiscal Year
1994 1993 1992
Statutory U.S. Federal tax rate 35.0% 34.0% 34.0%
Tax accruals no longer required - (16.3) -
Foreign net operating losses
without tax benefit 4.6 34.1 5.2
Foreign tax rate differentials (.9) (21.9) (22.1)
State and local taxes, net of
Federal benefit 2.0 8.0 15.4
General business credits (2.8) (11.0) (6.4)
Other, net (.7) (.6) 5.5
37.2% 26.3% 31.6%
15
The Company adopted SFAS No. 109 effective March 1, 1993. SFAS No. 109
supersedes SFAS No. 96, "Accounting for Income Taxes" which the Company
had adopted in fiscal 1989. The cumulative effect of the adoption of
SFAS No. 109 was not significant.
The Company has foreign net operating loss carryforwards of approximately
$20,700,000, of which $16,700,000 was acquired through a business
combination. Approximately, $11,700,000 of the foreign tax net operating
loss carryforwards expire in varying amounts from 1995 through 1999; the
remainder have an indefinite expiration.
At February 27, 1994, a current deferred tax asset of $962,000, primarily
attributable to reserves not currently deductible for tax purposes, is
included in other current assets. A long-term deferred tax asset of
$339,000, primarily attributable to foreign net operating loss
carryforwards, is included in other assets. This long-term deferred tax
asset is net of a valuation reserve of approximately $8,300,000. The
majority of the valuation reserve relates to foreign net operating loss
carryforwards acquired through a business combination. The deferred tax
liabilities consist primarily of timing differences relating to
depreciation.
9. STOCKHOLDERS' EQUITY
a. Stock Options - Under the stock option plans approved by the Company's
stockholders, key employees may be granted options to purchase shares of
common stock exercisable at prices not less than the fair market value
at the date of grant. Options become exercisable 25% one year from the
date of grant, with an additional 25% exercisable each succeeding year.
The options expire 10 years from the date of grant.
On July 14, 1992, the Company's stockholders approved the adoption of a
1992 stock option plan (the "1992 Plan") pursuant to which options to
acquire 300,000 shares of the Company's common stock are available for
grant to key employees. The purchase price for common stock to be
acquired, upon the exercise of options, will be no less than 100% of the
fair market value of such stock at the date the options are granted. The
1992 Plan will expire in March 2002.
Information with respect to the Company's stock option plans follows:
Range of Outstanding Options
Exercise Prices Granted Exercisable
Balance, March 3, 1991 $ 7.41 - $17.75 138,825 101,862
Options becoming exercisable 12.00 - 17.75 - 15,964
Granted 11.00 - 12.10 83,900 -
Cancelled 11.50 - 17.75 (32,800) (29,900)
Balance, March 1, 1992 7.41 - 17.17 189,925 87,926
Options becoming exercisable 11.00 - 13.63 - 27,100
Granted 13.25 - 14.85 39,009 -
Exercised 7.41 (16,875) (16,875)
Cancelled 11.00 - 13.63 (1,350) (476)
Balance, February 28, 1993 11.00 - 17.17 210,709 97,675
Options becoming exercisable 11.00 - 14.85 - 36,552
Granted 14.75 - 14.88 90,650 -
Exercised 11.00 - 17.17 (43,625) (43,625)
Cancelled 11.00 - 14.85 (12,000) (3,800)
Balance, February 27, 1994 $11.00 - $17.17 245,734 86,802
16
At February 27, 1994, 192,341 stock options were available for future
grant under the plans.
On July 24, 1985, the Company's stockholders approved the grant of a
nonqualified stock option to an officer of the Company to purchase 50,000
shares of the Company's common stock at an exercise price of $15 per
share, the fair market value of the Company's common stock on November
27, 1984, the date of the grant. The option is exercisable in whole or
in part through November 27, 1994.
b. Dividends - During fiscal 1994, the Company declared and paid cash
dividends of $.32 per share, aggregating $1,276,000. A cash dividend of
$.08 per share was declared on March 18, 1994 payable on May 10, 1994 to
stockholders of record on April 12, 1994.
c. Treasury Stock - The Company repurchased six shares and one share of its
common stock under authorizations of the Board of Directors during fiscal
1994 and 1993, respectively.
On March 9, 1993, in a privately negotiated transaction with an
unaffiliated third party, the Company repurchased 558,800 shares of its
common stock for $6,566,000. The purchase was made outside the Company's
stock repurchase program.
d. Stockholders' Rights Plan - On February 2, 1989, the Company adopted a
stockholders' rights plan designed to protect stockholder interests in
the event the Company is confronted with coercive or unfair takeover
tactics. Under the terms of the plan, each stockholder of record on
February 15, 1989 received one right for each share of common stock owned
at that date. In the event that a person has acquired, or has the right
to acquire, 30% or more of the then outstanding common stock of the
Company or tenders for 20% of more of the outstanding common stock of the
Company (in either event, an "acquiring person"), such rights will become
exercisable, unless the Board of Directors otherwise determines. Upon
becoming exercisable as aforesaid, each right will entitle the holder
thereof to purchase one one-hundredth of a share of Series A Preferred
Stock for $60. In addition, each holder of an unexercised exercisable
right, other than an acquiring person, shall have the right to purchase
one share of the principal voting security of the acquiring person for
each right held by such holder at a purchase price per share equal to 50%
of the then market price per share of such acquiring person's securities.
Under certain circumstances, each unexercised exercisable right may
instead entitle the holder thereof to purchase one or fewer shares of the
Company's common stock at a 50% discount of the then market price. The
Company may redeem the rights for a nominal consideration at any time.
Unless redeemed or exercised earlier, all rights expire on February 15,
1999.
e. Reserved Common Shares - At February 27, 1994, 2,075,128 shares of common
stock were reserved for issuance upon exercise of stock options and
conversions of the 7.25% convertible subordinated debentures.
10. EARNINGS PER COMMON SHARE
Primary earnings per common share are computed based on the weighted
average number of common shares outstanding during the period. For
fiscal years 1993 and 1992, the assumed conversion of the Company's 7.25%
convertible subordinated debentures (after elimination of related
interest expense and amortization of deferred debt issuance costs, net
of income tax effect) was not considered in the calculation of the fully
diluted earnings per share, as the effect was antidilutive.
The weighted average number of common shares used to compute earnings per
share are as follows:
Fiscal Year
1994 1993 1992
Primary 3,993,000 4,534,000 4,528,000
Fully diluted 5,727,000 4,534,000 4,528,000
17
11. EMPLOYEE BENEFIT PLANS
a. Profit Sharing Plan - Park and certain of its subsidiaries have a
noncontributory profit sharing retirement plan covering their regular
full-time employees. The plan may be modified or terminated at any
time, but in no event may any portion of the contributions revert to
the Company. The Company's contributions under the plan amounted to
$1,513,000, $708,000 and $661,000 for fiscal 1994, 1993 and 1992,
respectively. Contributions are discretionary and may not exceed the
amount allowable as a tax deduction under the Internal Revenue Code.
During fiscal 1992, the Board of Directors of the Company approved the
incorporation of 401(k) retirement savings provisions into the
existing profit sharing retirement plan.
b. Pension Plans - A subsidiary of the Company has two pension plans
covering its union employees. The pension plans are noncontributory
defined benefit plans. The Company's funding policy is to contribute
annually the amounts necessary to satisfy the Internal Revenue
Service's funding standards.
In accordance with SFAS No. 87, the Company records its unfunded
pension liability related to its two defined benefit pension plans,
which amounted to $1,691,000 and $800,000 at February 27, 1994 and
February 28, 1993, respectively. The effect on the Company's
consolidated financial statements in recording the liability is to
recognize an asset (included in "Other Assets") of $543,000 and
$402,000 representing the deferred unrecognized prior service costs of
the plans at February 27, 1994 and February 28, 1993, respectively,
and to record a reduction of stockholders' equity of $1,148,000 and
$398,000 representing the excess of the liability over the
unrecognized prior service cost at February 27, 1994 and February 28,
1993, respectively.
Pension cost includes the following components:
<TABLE>
<CAPTION> Fiscal Year
1994 1993 1992
<S> <C> <C> <C>
Service cost - benefits earned
during the period $ 48,000 $ 41,000 $ 43,000
Interest cost on projected benefit
obligation 276,000 247,000 242,000
Return on plan assets - actual (40,000) (94,000) (82,000)
Net amortization and deferral (39,000) (5,000) (13,000)
Net periodic pension cost $245,000 $189,000 $190,000
</TABLE>
The funded status of the pension plan follows:
<TABLE>
<CAPTION> February 27, February 28,
1994 1993
<S> <C> <C>
Accumulated benefit obligation (including
vested benefit obligation of $3,816,000
and $2,874,000, respectively) $3,816,000 $2,879,000
Projected benefit obligation $3,816,000 $2,879,000
Plan assets at fair value 1,983,000 1,974,000
Excess of projected benefit obligation
over plan assets 1,833,000 905,000
Unrecognized net loss (1,152,000) (402,000)
Unrecognized prior service cost (301,000) (130,000)
Unrecognized net assets being amortized
over 15 years (238,000) (268,000)
Accrued pension liability $ 142,000 $ 105,000
</TABLE>
18
The projected benefit obligation was determined using an assumed
discount rate of 7% and 9% for fiscal years 1994 and 1993,
respectively, and the assumed long-term rate of return on plan assets
was 8% for both fiscal years. Projected wage increases are not
applicable as benefits pursuant to the plans are based upon years of
service without regard to levels of compensation.
At February 27, 1994, plan assets were invested in U.S. government
securities, discounted bank notes and equity securities.
12. COMMITMENTS AND CONTINGENCIES
a. Lease Commitments - The Company conducts certain of its operations
from leased facilities which include several manufacturing plants,
warehouses and offices, and a land lease. The leases on facilities
are for terms of up to 10 years, the latest of which expires in 1998,
and the land lease expires in 2011. Many of the leases contain
renewal options for periods ranging from 1 to 15 years and require the
Company to pay real estate taxes and other operating costs.
These noncancelable operating leases have the following payment
schedule:
Fiscal Year Amount
1995 $1,815,000
1996 1,296,000
1997 909,000
1998 899,000
1999 307,000
Thereafter 645,000
$5,871,000
Rental expense, inclusive of real estate taxes and other costs,
amounted to $2,142,000, $1,755,000 and $1,463,000 for fiscal 1994,
1993 and 1992, respectively.
b. Environmental Contingencies - The Company and certain of its
subsidiaries have been named by the Environmental Protection Agency
(the "EPA") or a comparable state agency under the Comprehensive
Environmental Response, Compensation and Liability Act (the "Superfund
Act") or a similar state law as potentially responsible parties for a
number of hazardous waste disposal sites or other potentially
contaminated areas. Under the Superfund Act and similar state laws,
all parties who may have contributed any waste to a hazardous waste
disposal site or contaminated area identified by the EPA or a
comparable state agency are jointly and severally liable for the cost
of cleanup unless the EPA or such agency agrees otherwise. Generally,
these sites are locations at which numerous persons dispose hazardous
waste. In the case of the Company's subsidiaries, generally the waste
was removed from their manufacturing facilities and disposed at waste
sites by various companies which contracted with the subsidiaries to
provide waste disposal services. Neither the Company nor any of its
subsidiaries have been accused of or charged with any wrongdoing or
illegal acts in connection with any such sites. The Company believes
it maintains a very effective and comprehensive environmental
compliance program.
Included in cost of sales are charges for actual expenditures and
accruals, based on estimates, for certain environmental matters
described above. The Company accrues estimated costs associated with
known environmental matters, when such costs can be estimated.
Management believes the ultimate disposition of known environmental
matters will not have a material adverse effect upon the liquidity,
capital resources, business or consolidated financial position of the
Company. However, one or more of such environmental matters could
have a significant negative impact on the Company's consolidated
financial results for a particular reporting period.
13. BUSINESS SEGMENTS
The Company has three major business segments: electronics, plumbing
hardware and industrial components. The Company's electronic materials
and circuitry products are marketed primarily to large computer and
19
electronics original equipment manufacturers ("OEMs") and to major
independent printed circuit board manufacturers that are located
throughout the United States, Canada, Europe and the Far East. The
Company's plumbing hardware customers, substantially all of which are
located in the United States, include OEMs, hardware and plumbing
wholesalers and home improvement centers. The Company's industrial
components customers, the majority of which are located in the United
States, include OEMs, aerospace and defense manufacturers.
Financial information concerning the Company's business segments follows
(all amounts stated in thousands of dollars):
<TABLE>
<CAPTION> Fiscal Year
1994 1993 1992
<S> <C> <C> <C>
Sales to unaffiliated customers:
Electronics $182,559 $147,419 $137,707
Plumbing hardware 18,210 18,086 18,394
Industrial components 7,641 9,671 9,186
Net sales $208,410 $175,176 $165,287
Operating profit (1):
Electronics $ 18,597 $ 6,292 $ 6,091
Plumbing hardware (442) (635) (919)
Industrial components (802) 80 (511)
Total operating profit 17,353 5,737 4,661
General corporate expense (3,048) (2,571) (2,341)
Interest expense (2,407) (2,058) (2,649)
Other income, net 947 1,967 2,252
Total other income (expense) (1,460) (91) (397)
Earnings before income taxes $ 12,845 $ 3,075 $ 1,923
Identifiable assets (2):
Electronics $ 91,786 $ 85,880 $ 81,498
Plumbing hardware 6,293 7,291 7,353
Industrial components 3,223 4,027 3,966
101,302 97,198 92,817
Corporate assets 39,448 31,811 37,917
Total assets $140,750 $129,009 $130,734
Depreciation and amortization:
Electronics $ 7,910 $ 6,955 $ 6,306
Plumbing hardware 507 528 547
Industrial components 230 254 243
8,647 7,737 7,096
Corporate depreciation 86 103 100
Total depreciation and
amortization $ 8,733 $ 7,840 $ 7,196
Capital expenditures:
Electronics $ 9,193 $ 9,758 $ 10,138
Plumbing hardware 227 537 529
Industrial components 39 81 412
9,459 10,376 11,079
Corporate capital expenditures 23 17 24
Total capital expenditures $ 9,482 $ 10,393 $ 11,103
</TABLE>
20
(1) Operating profit is comprised of total operating revenues, less costs
and expenses other than interest expense, general corporate expense
and income taxes.
(2) Identifiable assets consist of those assets which are used by the
segments. Corporate identifiable assets consist primarily of cash,
cash equivalents and marketable securities.
Sales to customers under common control, which were mostly attributed
to the electronics segment, were 25.3%, 15.6% and 17.4% of the
Company's consolidated sales for fiscal 1994, 1993 and 1992,
respectively. Intersegment sales and sales between geographic areas
were not significant.
Financial information regarding the Company's foreign operations,
which are conducted substantially in the United Kingdom, France and
Singapore, follows:
Fiscal Year
1994 1993 1992
Sales to unaffiliated customers $46,491 $46,347 $46,675
Sales to U.S. affiliates (1) - - 248
$46,491 $46,347 $46,923
Operating loss $(3,252) $(2,942) $(1,227)
Loss before income taxes $(3,242) $(2,989) $(1,578)
Identifiable assets $38,477 $37,031 $36,182
(1) Sales to U.S. affiliates are accounted for at cost and are eliminated
in consolidation.
14. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
Quarter
First Second Third Fourth
(Amounts in Thousands, Except Per Share Amounts)
<S> <C> <C> <C> <C>
Fiscal 1994:
Net sales $49,229 $47,318 $54,063 $57,800
Gross profit 8,031 8,902 10,378 12,924
Net earnings 892 1,588 2,177 3,405
Earnings per common share:
Primary $.22 $.40 $.55 $.85
Fully diluted $.22 $.35 $.45 $.66
Weighted average common
shares outstanding:
Primary 4,002 3,983 3,983 4,005
Fully diluted 4,002 5,728 5,728 5,728
Fiscal 1993:
Net sales $43,093 $44,176 $43,801 $44,106
Gross profit 6,462 6,516 6,271 6,782
Net earnings 643 702 232 688
Earnings per common share:
Primary and fully diluted $.14 $.16 $.05 $.15
Weighted average common
shares outstanding:
Primary and full diluted 4,525 4,526 4,542 4,542
</TABLE>
21
Net earnings for the second quarter of fiscal 1993, includes $348,000
derived from currency exchange gains realized during such quarter, which
are included in other income on the consolidated statement of earnings.
Earnings per common share is computed separately for each quarter.
Therefore, the sum of such quarterly per share amounts may differ from
the total for the years.
15. ACQUISITION
In April 1992, the Company acquired 100% of the capital stock of Metclad
S.A. ("Metclad"), a French corporation located in Lannemezan, France, for
$429,000 in cash, plus the assumption of liabilities in the amount of
$1,421,000. This acquisition has been accounted for as a purchase and,
accordingly, the purchase price has been allocated to the acquired assets
and liabilities based on their estimated fair value at the date of
acquisition. The operating results of this acquisition are included in
the Company's consolidated statements of earnings from the date of
acquisition. Pro forma consolidated results are not presented because
Metclad was not an operating company at the time of acquisition.
16. RESTATEMENT
On September 20, 1993, the Company announced that its internal accounting
staff had recently uncovered financial and accounting errors and
irregularities at FiberCote Industries, Inc. ("FiberCote"), its 80% owned
advanced composites subsidiary. On the basis of the Company's
investigation of such financial and accounting errors and irregularities,
the Company had determined to restate the audited consolidated financial
statements. The adjustments involved the write-off of certain improperly
recorded receivables and the recognition of previously unrecorded
liabilities at FiberCote. The consolidated financial statements have
been restated to reverse the overstatements of net earnings in the
following amounts:
Fiscal Year
1993 1992
(Amounts in Thousands,
Except Per Share Amounts)
Earnings before income taxes,
as previously reported $3,370 $2,513
Adjustments (295) (590)
Earnings before income taxes,
as restated $3,075 $1,923
Net earnings, as previously reported $2,460 $1,721
Adjustments (195) (406)
Net earnings, as restated $2,265 $1,315
Earnings per common share
primary and fully diluted,
as previously reported $ 0.54 $ 0.38
Adjustments to earnings (0.04) (0.09)
Earnings per common share
primary and fully diluted,
as restated $ 0.50 $ 0.29
*******
22
PART IV
Item 14. Exhibits, Financial Statement Page
Schedules, and Reports on Form 8-K.
(a) Documents filed as a part of this report
(1) Financial Statements:
The following Consolidated Financial
Statements of the Company are
included in Part II, Item 8:
Report of Ernst & Young LLP,
independent auditors 4
Report of Deloitte & Touche LLP,
independent auditors 5
Reports of Arthur Andersen,
independent auditors 6
Certain information 5
Balance sheets 9
Statements of earnings 10
Statements of stockholders' equity 11
Statements of cash flows 12
Notes to consolidated financial
statements (1-16) 13
(2) Financial Statement Schedules:
Schedule I - Marketable securities 32
Schedule V - Property, plant and equipment 33
Schedule VI - Accumulated depreciation and
amortization of property, plant and equipment 34
Schedule VIII - Valuation and qualifying
accounts 35
Schedule IX - Short-term borrowings 36
Schedule X - Supplementary income
statement information 37
All other schedules have been omitted because they are
inapplicable or not required, or the information is included elsewhere in
the financial statements or notes thereto.
23
(3)Exhibits:
Exhibit
Number Description
3.01 Restated Certificate of Incorporation filed with the Secretary
of State of the State of New York on April 10, 1989. (Reference
is made to Exhibit 3.01(g) of the Company's Annual Report on
Form 10-K for the fiscal year ended February 26, 1989, Commis-
sion File No. 1-4415, which is incorporated herein by refer-
ence.)
3.02 By-Laws of the Company, as amended to date. (Reference is made
to Exhibit 3.02 of the Company's Annual Report on Form 10-K for
the fiscal year ended March 1, 1992, Commission File No. 1-4415,
which exhibit is incorporated herein by reference.)
4.01 Indenture dated as of June 15, 1986 by and between the Company
and The Bank of New York, as Trustee, relating to the Company's
7-1/4% Convertible Subordinated Debentures due June 15, 2006.
(Reference is made to Exhibit 4.01(a) of the Company's Registra-
tion Statement on Form S-2, Commission File No. 33-6029, which
exhibit is incorporated herein by reference.)
Additional information concerning Registrant's long-term debt is
set forth in Note 7 of the Notes to Consolidated Financial
Statements included in Item 8 of this Report. Other than the
Indenture referred to above, no instrument defining the rights
of holders of such long-term debt relates to securities having
an aggregate principal amount in excess of 10% of the
consolidated assets of Registrant and its subsidiaries;
therefore, in accordance with paragraph (iii) of Item 4 of Item
601(b) of Regulation S-K, the other instruments defining the
rights of holders of long-term debt are not filed herewith.
Registrant hereby agrees to furnish a copy of any such other
instrument to the Securities and Exchange Commission upon
request.
4.02 Summary of Rights to Purchase Series A Preferred Stock of the
Company. (Reference is made to Exhibit 4.02 of the Company's
Annual Report on Form 10-K for the fiscal year ended February
27, 1994, Commission File No. 1-4415, which exhibit is
incorporated herein by reference.)
4.03 Rights Agreement, dated as of February 15, 1989, by and between
the Company and Registrar and Transfer Company, relating to the
Company's Preferred Stock Purchase Rights. (Reference is made
to Exhibit 4.03 of the Company's Annual Report on Form 10-K for
the fiscal year ended February 27, 1994, Commission File No. 1-
4415, which exhibit is incorporated herein by reference.)
10.01 Lease Agreement dated as of June 21, 1975, regarding real
property located at 1100 East Kimberly Avenue, Anaheim, Califor-
nia, between Nelco Products, Inc. and James and Velma Emmi and
modification executed as of December 21, 1979. (Reference is
made to Exhibit 10.01 of the Company's Annual Report on Form 10-
K for the fiscal year ended February 25, 1990, Commission File
No. 1-4415, which is incorporated herein by reference.)
10.01(a) Lease Agreement dated December 12, 1989 regarding real property
located at 1100 East Kimberly Avenue, Anaheim, California
between Nelco Products, Inc. and James Emmi. (Reference is made
to Exhibit 10.01(a) of the Company's Annual Report on Form 10-K
for the fiscal year ended February 25, 1990, Commission File No.
1-4415, which is incorporated herein by reference.)
24
Exhibit
Number Description
10.02 Lease dated as of April 20, 1976, regarding real property
located at 1107 East Kimberly Avenue, Anaheim, California,
between Nelco Products, Inc. and James and Velma Emmi and
modification executed as of December 21, 1979. (Reference is
made to Exhibit 10.02 of the Company's Annual Report on Form 10-
K for the fiscal year ended February 25, 1990, Commission File
No. 1-4415, which is incorporated herein by reference.)
10.02(a) Lease Agreement dated December 12, 1989 regarding real property
located at 1107 East Kimberly Avenue, Anaheim, California
between Nelco Products, Inc. and James Emmi. (Reference is made
to Exhibit 10.02(a) of the Company's Annual Report on Form 10-K
for the fiscal year ended February 25, 1990, Commission File No.
1-4415, which is incorporated herein by reference.)
10.03 Lease Agreement dated August 16, 1983 regarding real property
located at 1411 E. Orangethorpe Avenue, Fullerton, California
between Nelco Products, Inc. and TCLW/Fullerton. (Reference is
made to Exhibit 10.04 of the Company's Annual Report on Form 10-
K for the fiscal year ended February 25, 1990, Commission File
No. 1-4415, which is incorporated herein by reference.)
10.03(a) Addendum dated January 26, 1987 between Nelco Products, Inc. and
TCLW/Fullerton to Lease Agreement dated August 16, 1983 (see
Exhibit 10.03 hereto) regarding real property located at 1421 E.
Orangethorpe Avenue, Fullerton, California. (Reference is made
to Exhibit 10.04(a) of the Company's Annual Report on Form 10-K
for the fiscal year ended February 26, 1989, Commission File No.
1-4415, which is incorporated herein by reference.)
10.03(b) Third and Fourth Addenda dated January 7, 1991 between Nelco
Products, Inc. and TCLW/Fullerton to Lease Agreement dated
August 16, 1983 (see Exhibit 10.03 hereto) regarding real
property located at 1411, 1421 and 1431 E. Orangethorpe Avenue,
Fullerton, California. (Reference is made to Exhibit 10.03(b)
of the Company's Annual Report on Form 10-K for the fiscal year
ended March 3,1991, Commission file No. 1-4415, which is
incorporated herein by reference.)
10.04 Lease Agreement dated February 15, 1983 regarding real property
located at 1130 West Geneva Drive, Tempe, Arizona between Nelco
Products, Inc. and CMD Southwest, Inc. (Reference is made to
Exhibit 10.05 of the Company's Annual Report on Form 10-K for
the fiscal year ended February 25, 1990, Commission File No. 1-
4415, which is incorporated herein by reference.)
10.04(a) Lease Amendment dated December 10, 1992 to Lease Agreement dated
February 15, 1983 regarding real property located at 1130 West
Geneva Drive, Tempe, Arizona between Nelco Technology, Inc. and
CMD Southwest Inc., and novation substituting Nelco Technology,
Inc. for Nelco Products, Inc. (Reference is made to Exhibit
10.04(a) of the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1993, Commission File No. 1-4415,
which is incorporated herein by reference.)
10.05 Lease Agreement, dated May 26, 1982 regarding real property
located at 4 Gul Crescent, Jurong, Singapore between Nelco
Products Pte. Ltd. (lease was originally entered into by Kiln
Technique (Private) Limited, which subsequently assigned this
lease to Nelco Products Pte. Ltd. and the Jurong Town
Corporation. (Reference is made to Exhibit 10.05 of the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1993, Commission File No. 1-4415, which is
incorporated herein by reference.)
26
Exhibit
Number Description
10.05(a) Deed of Assignment, dated April 17, 1986 between Nelco Products
Pte. Ltd., Kiln Technique (Private) Limited and Paul Ma, Richard
Law, and Michael Ng, all of Peat Marwick & Co., of the Lease
Agreement dated May 26, 1982 between Kiln Technique (Private)
Limited and the Jurong Town Corporation regarding real property
located at 4 Gul Crescent, Jurong, Singapore. (Reference is
made to Exhibit 10.05(a) of the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1993, Commission
File No. 1-4415, which is incorporated herein by reference.)
10.06(a) 1974 Amended Stock Option Plan of the Company. (Reference is
made to Exhibit 10.06 of the Company's Annual Report on Form 10-
K for the fiscal year ended February 25, 1990, Commission File
No. 1-4415, which is incorporated herein by reference. This
exhibit is a management contract or compensatory plan or
arrangement.)
10.06(b) Amended and Restated 1982 Stock Option Plan of the Company.
(Reference is made to Exhibit 10.06(a) of the Company's Annual
Report on Form 10-K for the fiscal year ended March 1, 1992,
Commission File No. 1-4415, which exhibit is incorporated herein
by reference. This exhibit is a management contract or
compensatory plan or arrangement.)
10.06(c) 1992 Stock Option Plan of the Company. (Reference is made to
Exhibit 10.06(b) of the Company's Annual Report on Form 10-K for
the fiscal year ended March 1, 1992, Commission File No. 1-4415,
which exhibit is incorporated herein by reference. This exhibit
is a management contract or compensatory plan or arrangement.)
10.07(a) Employment Agreement dated December 12, 1984 between Park and
Jerry Shore. (Reference is made to Exhibit 10.07(a) of the
Company's Annual Report on Form 10-K for the fiscal year ended
March 3, 1991, Commission File No. 1-4415, which is incorporated
herein by reference. This exhibit is a management contract or
compensatory plan or arrangement.)
10.07(b) Option Agreement dated November 27, 1984 between Park and Jerry
Shore. (Reference is made to Exhibit 10.07(b) of the Company's
Annual Report on Form 10-K for the fiscal year ended March 3,
1991, Commission File No. 1-4415, which is incorporated herein
by reference. This exhibit is a management contract or
compensatory plan or arrangement.)
10.07(c) Amended and Restated Employment Agreement dated February 28,
1994 between Park and Jerry Shore. (Reference is made to
Exhibit 10.07 (c) of the Company's Annual Report on Form 10-K
for the fiscal year ended February 27, 1994, Commission File No.
1-4415, which is incorporated herein by reference. This exhibit
is a management contract or compensatory plan or arrangement.)
10.08 Lease Agreement dated April 15, 1988 regarding real property
located at 172 East Aurora Street, Waterbury, Connecticut
between FiberCote Industries, Inc. (lease was initially entered
into by USP Composites, Inc., which subsequently changed its
name to FiberCote Industries, Inc.) and Geoffrey Etherington,
II. (Reference is made to Exhibit 10.09 of the Company's Annual
Report on Form 10-K for the fiscal year ended February 26, 1989,
Commission File No. 1-4415, which is incorporated herein by
reference.)
27
Exhibit
Number Description
10.08(a) Lease Amendment dated December 21, 1992 to Lease Agreement dated
April 15, 1988 regarding real property located at 172 East
Aurora Street, Waterbury, Connecticut between FiberCote
Industries, Inc. and Geoffrey Etherington II. (Reference is
made to Exhibit 10.08(a) of the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1993, Commission
File No. 1-4415, which is incorporated herein by reference.)
10.09 Lease Agreement dated March 14, 1988 regarding real property
located at 1117 West Fairmont, Tempe, Arizona between Nelco
Products, Inc. and CMD Southwest One. (Reference is made to
Exhibit 10.10 of the Company's Annual Report on Form 10-K for
the fiscal year ended February 26, 1989, Commission File No. 1-
4415, which is incorporated herein by reference.)
10.09(a) Lease Amendment dated December 10, 1992 to Lease Agreement dated
March 14, 1988 regarding real property located at 1117 West
Fairmont, Tempe, Arizona between Nelco Technology, Inc. and CMD
Southwest One, and novation substituting Nelco Technology, Inc.
for Nelco Products, Inc. (Reference is made to Exhibit 10.09(a)
of the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1993, Commission File No. 1-4415, which is
incorporated herein by reference.)
10.10 Lease Agreement dated October 1, 1991 regarding real property
located at 25 North Park, N.E., Comstock Park, Michigan between
Zin-Plas Corporation and Philip L. Johnson d/b/a Johnson
Development Company. (Reference is made to Exhibit 10.10 of the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1993, Commission File No. 1-4415, which is
incorporated herein by reference.)
10.11 Lease Agreement dated August 31, 1989 regarding real property
located at 1104 West Geneva Drive, Tempe, Arizona between Nelco
Technology, Inc. and Cemanudi Associates. (Reference is made to
Exhibit 10.12 of the Company's Annual Report on Form 10-K for
the fiscal year ended February 25, 1990, Commission File No. 1-
4415, which is incorporated herein by reference.)
10.12 Lease Agreement dated October 12, 1990 between New England
Laminates Co., Inc. and Adams/CRR Corp. regarding real property
located in New Windsor, New York. (Reference is made to Exhibit
10.12 of the Company's Annual Report on Form 10-K for the fiscal
year ended March 3, 1991, Commission File No. 1-4415, which is
incorporated herein by reference.)
10.12(a) Letter Amendment dated October 28, 1992 to Lease Agreement dated
October 12, 1990 between New England Laminates Co., Inc. and
Adams/CRR Corp. regarding real property located in New Windsor,
New York. (Reference is made to Exhibit 10.12(a) of the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1993, Commission File No. 1-4415, which is
incorporated herein by reference.)
10.13 Lease Agreement dated December 12, 1990 between Neltec, Inc. and
NZ Properties, Inc. regarding real property located at 1420 W.
12th Place, Tempe, Arizona. (Reference is made to Exhibit 10.13
of the Company's Annual Report on Form 10-K for the fiscal year
ended March 3, 1991, Commission File No. 1-4415, which is
incorporated herein by reference.)
28
Exhibit
Number Description
10.14 Indenture of Lease dated November 1, 1984 between Dielectric
Polymers, Inc. and Holyoke Supply Company, Inc. regarding real
property located at 218 Race Street, Holyoke, Massachusetts.
(Reference is made to Exhibit 10.14 of the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993,
Commission File No. 1-4415, which is incorporated herein by
reference.)
10.14(a) Extension of Lease dated May 13, 1986 to Indenture of Lease
dated November 1, 1984 between Dielectric Polymers, Inc. and
Holyoke Supply Company, Inc. regarding real property located at
218 Race Street, Holyoke, Massachusetts. (Reference is made to
Exhibit 10.14(a) of the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993, Commission File No. 1-
4415, which is incorporated herein by reference.)
10.14(b) Second Extension of Lease dated May 30, 1991 to Indenture of
Lease dated November 1, 1984 between Dielectric Polymers, Inc.
and Holyoke Supply Company, Inc. regarding real property located
at 218 Race Street, Holyoke, Massachusetts. (Reference is made
to Exhibit 10.14(b) of the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993, Commission File No.
1-4415, which is incorporated herein by reference.)
10.14(c) Amendment to Second Extension of Lease dated May 19, 1994 to
Indenture of Lease dated November 1, 1984 between Dielectric
Polymers, Inc. and Holyoke Supply Company, Inc. regarding real
property located at 218 Race Street, Holyoke, Massachusetts.
(Reference is made to Exhibit 10.14(c) of the Company's Annual
Report on Form 10-K for the fiscal year ended February 27, 1994,
Commission File No. 1-4415, which is incorporated herein by
reference.)
10.15 Lease Agreement dated January 8, 1992 between Nelco Technology,
Inc. and CMD Southwest, Inc. regarding real property located at
1135 West Geneva Drive, Tempe, Arizona. (Reference is made to
Exhibit 10.15 of the Company's Annual Report on Form 10-K for
the fiscal year ended March 1, 1992, Commission File No. 1-4415,
which exhibit is incorporated herein by reference.)
10.16 Lease Assignation, dated April 18, 1991 between New England
Laminates (UK) Limited and Tweedbank Circuit Supplies Limited,
of the Lease Agreement dated October 20, 1986 between Tweedbank
Circuit Supplies Limited and the Scottish Development Agency
regarding real property located at Block 2 and Unit 2 of Block
8, Tweedbank Industrial Estate, Galashiels, Scotland. (Reference
is made to Exhibit 10.16 of the Company's Annual Report on Form
10-K for the fiscal year ended March 1, 1992, Commission File
No. 1-4415, which exhibit is incorporated herein by reference.)
10.17 Sublease Agreement dated April 27, 1992 between New England
Laminates (U.K.) Limited and Mill Book Company Limited regarding
real property located at Bumpers Farm Industrial Estate, Brunel
Way, Chippenham, England. (Reference is made to Exhibit 10.17
of the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1993, Commission File No. 1-4415, which is
incorporated herein by reference.)
29
Exhibit
Number Description
10.18 Tenancy Agreement dated October 8, 1992 between Nelco Products
Pte. Ltd. and Jurong Town Corporation regarding real property
located at 36 Gul Lane, Jurong Town, Singapore. (Reference is
made to Exhibit 10.18 of the Company's Annual Report on Form 10-
K for the fiscal year ended February 28, 1993, Commission File
No. 1-4415, which is incorporated herein by reference.)
11.01 Computation of fully-diluted earnings per common share.
(Reference is made to Exhibit 11.01 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 27, 1994,
Commission File No. 1-4415, which is incorporated herein by
reference.)
22.01 Subsidiaries of the Company (Reference is made to Exhibit 22.01
to the Company's Annual Report on Form 10-K for the fiscal year
ended February 27, 1994, Commission File No. 1-4415, which is
incorporated herein by reference.)
24.01 Consent of Ernst & Young dated May 25, 1994 (previously filed
with the Form 10-K)
24.02 Consent of Ernst & Young dated July 15, 1994 (previously filed
with Amendment No. 1 on Form 10-K/A to the Form 10-K)
24.03 Consent of Ernst & Young LLP
24.04 Consent of Deloitte & Touche LLP
24.05 Consent of Arthur Andersen
(b) Reports on Form 8-K filed during the fiscal quarter ended
February 27, 1994
(1) Current report on Form 8-K, dated January 18, 1994
(2) Amendment No. 1 on Form 8-K/A to the Company's current
report on Form 8-K, dated January 18, 1994
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 1, 1994 PARK ELECTROCHEMICAL CORP.
By: /s/ Brian E. Shore
Brian E. Shore,
Executive Vice President
31
<TABLE>
Schedule I
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
SCHEDULE I - MARKETABLE SECURITIES
<CAPTION>
Column A Column B Column C Column D Column E
Market Value Amount at Which
Of Issue at Security
Number of Cost of Balance Is Carried on the
Name and Title of Issue Shares Issue Sheet Date Balance Sheet
FEBRUARY 27, 1994:
<S> <C> <C> <C> <C>
Common Stocks 35,047 $ 145,000 $ 136,000 $ 136,000
Floating rate and medium term notes:
Canadian Imperial Bank of Commerce 1,000,000 1,000,000 1,000,000
Bayerische Landesbank 1,000,000 1,000,000 1,000,000
Merrill Lynch and Company, Inc. 2,000,000 2,000,000 2,000,000
Morgan Stanley 1,000,000 1,000,000 1,000,000
Student Loan Marketing Association 1,000,000 1,000,000 1,000,000
6,000,000 6,000,000 6,000,000
U.S. Treasury bills and other
Government securities 17,880,000 17,782,000 17,782,000
TOTAL MARKETABLE SECURITIES $24,025,000 $23,918,000 $23,918,000
FEBRUARY 28, 1993:
Common Stocks 359 $ 9,000 $ 9,000 $ 9,000
Certificates of deposit:
Commerz Bank 2,000,000 2,000,000 2,000,000
Deposit notes:
Swiss Bank 1,997,000 2,007,000 1,999,000
Morgan Guaranty Trust Company 2,000,000 2,000,000 2,000,000
3,997,000 4,007,000 3,999,000
Floating rate and medium term notes:
Canadian Imperial Bank of Commerce 1,000,000 1,000,000 1,000,000
American Telephone and Telegraph 1,000,000 1,002,000 1,000,000
2,000,000 2,002,000 2,000,000
U.S. Treasury bills and other
Government securities 15,786,000 15,941,000 15,754,000
TOTAL MARKETABLE SECURITIES $23,792,000 $23,959,000 $23,762,000
<FN>
</TABLE>
<TABLE>
Schedule V
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
<CAPTION>
Column A Column B Column C Column D Column E Column F
Balance at Balance at
Beginning Additions End
Description of Period at Cost Retirements Other of Period
<S> <C> <C> <C> <C> <C>
YEAR ENDED FEBRUARY 27, 1994:
Land, buildings and improvements $15,546,000 $ 2,004,000 $ (70,000) $ (20,000) (A) $17,460,000
Machinery, equipment and fixtures 81,764,000 7,478,000 (733,000) (46,000) (A) 88,463,000
$97,310,000 $ 9,482,000 $ (803,000) $ (66,000) $105,923,000
YEAR ENDED FEBRUARY 28, 1993:
$ 204,000 (B)
Land, buildings and improvements $13,443,000 $ 2,290,000 $ (7,000) (384,000) (A) $15,546,000
856,000 (B)
Machinery, equipment and fixtures 75,704,000 8,103,000 (1,317,000) (1,582,000) (A) 81,764,000
$89,147,000 $10,393,000 $(1,324,000) $ (906,000) $97,310,000
YEAR ENDED MARCH 1, 1992:
Land, buildings and improvements $11,745,000 $ 2,123,000 $ (164,000) $ (261,000) (A) $13,443,000
Machinery, equipment and fixtures 68,633,000 8,980,000 (891,000) (1,018,000) (A) 75,704,000
$80,378,000 $11,103,000 $(1,055,000) $(1,279,000) $89,147,000
<FN>
(A) Effect of foreign exchange rate changes
(B) Assets acquired through acquisition
</TABLE>
<TABLE>
Schedule VI
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
<CAPTION>
Column A Column B Column C Column D Column E Column F
Additions
Balance at Charged to Balance at
Beginning Costs and End
Description of Period Expenses Retirements Other of Period
<S> <C> <C> <C> <C> <C>
YEAR ENDED FEBRUARY 27, 1994:
Buildings and improvements $ 5,084,000 $1,046,000 $ (67,000) $ (9,000) (A) $ 6,054,000
Machinery, equipment and fixtures 41,748,000 7,142,000 (433,000) 14,000 (A) 48,471,000
$46,832,000 $8,188,000 $(500,000) $ 5,000 $54,525,000
YEAR ENDED FEBRUARY 28, 1993:
Buildings and improvements $ 4,274,000 $ 884,000 $ (2,000) $ (72,000) (A) $ 5,084,000
Machinery, equipment and fixtures 37,127,000 6,264,000 (929,000) (714,000) (A) 41,748,000
$41,401,000 $7,148,000 $(931,000) $(786,000) $46,832,000
YEAR ENDED MARCH 1, 1992:
$ (60,000) (A)
Buildings and improvements $ 4,235,000 $ 796,000 $ (66,000) (631,000) (B) $ 4,274,000
631,000 (B)
Machinery, equipment and fixtures 31,581,000 6,046,000 (722,000) (409,000) (A) 37,127,000
$35,816,000 $6,842,000 $(788,000) $(469,000) $41,401,000
<FN>
(A) Effect of foreign exchange rate changes
(B) Reclassification
</TABLE>
<TABLE>
Schedule VIII
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
<CAPTION>
Column A Column B Column C Column D Column F
Balance at Charged to Other Balance at
Beginning Cost and Accounts Translation End
Description of Period Expenses Written Off Adjustment of Period
(A)
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
52 weeks ended February 27, 1994 $2,977,000 $ (3,000) $ (317,000) $ 16,000 $2,673,000
52 weeks ended February 28, 1993 $1,645,000 $1,904,000 $ (451,000) $ (121,000) $2,977,000
52 weeks ended March 1, 1992 $ 908,000 $1,350,000 $ (597,000) $ (16,000) $1,645,000
<FN>
(A) Uncollectible accounts, net of recoveries
</TABLE>
<TABLE>
Schedule IX
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
<CAPTION>
Maximum Average Weighted
Weighted Amount Amount Average
Balance Average Outstanding Outstanding Interest Rate
Category of Aggregate at End Interest During During During
Short-term Borrowings of Period Rate the Period the Period the Period
(A) (B)
<S> <C> <C> <C> <C> <C>
FEBRUARY 27, 1994:
Loans payable to banks (foreign) $ 78,000 8.3% $ 508,000 $ 319,000 8.6%
FEBRUARY 28, 1993:
Loans payable to banks (foreign) $ 120,000 10.5% $1,496,000 $ 644,000 10.4%
MARCH 1, 1992:
Loans payable to banks (foreign) $1,495,000 11.3% $5,105,000 $2,976,000 12.3%
<FN>
(A) Average amount outstanding during the period is computed by dividing the total of monthly outstanding principal
balances by the number of months in the period
(B) Weighted average interest rate for the year is computed by dividing the actual short-term interest expense by the
average short-term debt outstanding
</TABLE>
<TABLE>
Schedule X
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
<CAPTION>
Column A Column B
Charged to Costs and Expenses
Fiscal Year Ended
1994 1993 1992
Item
<S> <C> <C> <C>
Maintenance and repairs $4,259,000 $3,645,000 $3,638,000
Amortization of intangible assets (A) (A) (A)
Taxes, other than payroll and income
taxes (A) (A) (A)
Royalties (A) (A) (A)
Advertising costs (A) (A) (A)
<FN>
(A) Amounts are not presented as such amounts are less than 1% of net sales
</TABLE>
37
=================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
EXHIBITS
filed with
FORM 10-K/A
AMENDMENT NO. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 27, 1994
___________________
PARK ELECTROCHEMICAL CORP.
=================================================
38
Exhibit
Number Description
3.01 Restated Certificate of Incorporation filed with the Secretary
of State of the State of New York on April 10, 1989. (Reference
is made to Exhibit 3.01(g) of the Company's Annual Report on
Form 10-K for the fiscal year ended February 26, 1989, Commis-
sion File No. 1-4415, which is incorporated herein by refer-
ence.)
3.02 By-Laws of the Company, as amended to date. (Reference is made
to Exhibit 3.02 of the Company's Annual Report on Form 10-K for
the fiscal year ended March 1, 1992, Commission File No. 1-4415,
which exhibit is incorporated herein by reference.)
4.01 Indenture dated as of June 15, 1986 by and between the Company
and The Bank of New York, as Trustee, relating to the Company's
7-1/4% Convertible Subordinated Debentures due June 15, 2006.
(Reference is made to Exhibit 4.01(a) of the Company's Registra-
tion Statement on Form S-2, Commission File No. 33-6029, which
exhibit is incorporated herein by reference.)
Additional information concerning Registrant's long-term debt is
set forth in Note 7 of the Notes to Consolidated Financial
Statements included in Item 8 of this Report. Other than the
Indenture referred to above, no instrument defining the rights
of holders of such long-term debt relates to securities having
an aggregate principal amount in excess of 10% of the
consolidated assets of Registrant and its subsidiaries;
therefore, in accordance with paragraph (iii) of Item 4 of Item
601(b) of Regulation S-K, the other instruments defining the
rights of holders of long-term debt are not filed herewith.
Registrant hereby agrees to furnish a copy of any such other
instrument to the Securities and Exchange Commission upon
request.
4.02 Summary of Rights to Purchase Series A Preferred Stock of the
Company. (Reference is made to Exhibit 4.02 of the Company's
Annual Report on Form 10-K for the fiscal year ended February
27, 1994, Commission File No. 1-4415, which exhibit is
incorporated herein by reference.)
4.03 Rights Agreement, dated as of February 15, 1989, by and between
the Company and Registrar and Transfer Company, relating to the
Company's Preferred Stock Purchase Rights. (Reference is made
to Exhibit 4.03 of the Company's Annual Report on Form 10-K for
the fiscal year ended February 27, 1994, Commission File No. 1-
4415, which exhibit is incorporated herein by reference.)
10.01 Lease Agreement dated as of June 21, 1975, regarding real
property located at 1100 East Kimberly Avenue, Anaheim, Califor-
nia, between Nelco Products, Inc. and James and Velma Emmi and
modification executed as of December 21, 1979. (Reference is
made to Exhibit 10.01 of the Company's Annual Report on Form 10-
K for the fiscal year ended February 25, 1990, Commission File
No. 1-4415, which is incorporated herein by reference.)
10.01(a) Lease Agreement dated December 12, 1989 regarding real property
located at 1100 East Kimberly Avenue, Anaheim, California
between Nelco Products, Inc. and James Emmi. (Reference is made
to Exhibit 10.01(a) of the Company's Annual Report on Form 10-K
for the fiscal year ended February 25, 1990, Commission File No.
1-4415, which is incorporated herein by reference.)
39
Exhibit
Number Description
10.02 Lease dated as of April 20, 1976, regarding real property
located at 1107 East Kimberly Avenue, Anaheim, California,
between Nelco Products, Inc. and James and Velma Emmi and
modification executed as of December 21, 1979. (Reference is
made to Exhibit 10.02 of the Company's Annual Report on Form 10-
K for the fiscal year ended February 25, 1990, Commission File
No. 1-4415, which is incorporated herein by reference.)
10.02(a) Lease Agreement dated December 12, 1989 regarding real property
located at 1107 East Kimberly Avenue, Anaheim, California
between Nelco Products, Inc. and James Emmi. (Reference is made
to Exhibit 10.02(a) of the Company's Annual Report on Form 10-K
for the fiscal year ended February 25, 1990, Commission File No.
1-4415, which is incorporated herein by reference.)
10.03 Lease Agreement dated August 16, 1983 regarding real property
located at 1411 E. Orangethorpe Avenue, Fullerton, California
between Nelco Products, Inc. and TCLW/Fullerton. (Reference is
made to Exhibit 10.04 of the Company's Annual Report on Form 10-
K for the fiscal year ended February 25, 1990, Commission File
No. 1-4415, which is incorporated herein by reference.)
10.03(a) Addendum dated January 26, 1987 between Nelco Products, Inc. and
TCLW/Fullerton to Lease Agreement dated August 16, 1983 (see
Exhibit 10.03 hereto) regarding real property located at 1421 E.
Orangethorpe Avenue, Fullerton, California. (Reference is made
to Exhibit 10.04(a) of the Company's Annual Report on Form 10-K
for the fiscal year ended February 26, 1989, Commission File No.
1-4415, which is incorporated herein by reference.)
10.03(b) Third and Fourth Addenda dated January 7, 1991 between Nelco
Products, Inc. and TCLW/Fullerton to Lease Agreement dated
August 16, 1983 (see Exhibit 10.03 hereto) regarding real
property located at 1411, 1421 and 1431 E. Orangethorpe Avenue,
Fullerton, California. (Reference is made to Exhibit 10.03(b)
of the Company's Annual Report on Form 10-K for the fiscal year
ended March 3,1991, Commission file No. 1-4415, which is
incorporated herein by reference.)
10.04 Lease Agreement dated February 15, 1983 regarding real property
located at 1130 West Geneva Drive, Tempe, Arizona between Nelco
Products, Inc. and CMD Southwest, Inc. (Reference is made to
Exhibit 10.05 of the Company's Annual Report on Form 10-K for
the fiscal year ended February 25, 1990, Commission File No. 1-
4415, which is incorporated herein by reference.)
10.04(a) Lease Amendment dated December 10, 1992 to Lease Agreement dated
February 15, 1983 regarding real property located at 1130 West
Geneva Drive, Tempe, Arizona between Nelco Technology, Inc. and
CMD Southwest Inc., and novation substituting Nelco Technology,
Inc. for Nelco Products, Inc. (Reference is made to Exhibit
10.04(a) of the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1993, Commission File No. 1-4415,
which is incorporated herein by reference.)
10.05 Lease Agreement, dated May 26, 1982 regarding real property
located at 4 Gul Crescent, Jurong, Singapore between Nelco
Products Pte. Ltd. (lease was originally entered into by Kiln
Technique (Private) Limited, which subsequently assigned this
lease to Nelco Products Pte. Ltd. and the Jurong Town
Corporation. (Reference is made to Exhibit 10.05 of the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1993, Commission File No. 1-4415, which is
incorporated herein by reference.)
40
Exhibit
Number Description
10.05(a) Deed of Assignment, dated April 17, 1986 between Nelco Products
Pte. Ltd., Kiln Technique (Private) Limited and Paul Ma, Richard
Law, and Michael Ng, all of Peat Marwick & Co., of the Lease
Agreement dated May 26, 1982 between Kiln Technique (Private)
Limited and the Jurong Town Corporation regarding real property
located at 4 Gul Crescent, Jurong, Singapore. (Reference is
made to Exhibit 10.05(a) of the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1993, Commission
File No. 1-4415, which is incorporated herein by reference.)
10.06(a) 1974 Amended Stock Option Plan of the Company. (Reference is
made to Exhibit 10.06 of the Company's Annual Report on Form 10-
K for the fiscal year ended February 25, 1990, Commission File
No. 1-4415, which is incorporated herein by reference. This
exhibit is a management contract or compensatory plan or
arrangement.)
10.06(b) Amended and Restated 1982 Stock Option Plan of the Company.
(Reference is made to Exhibit 10.06(a) of the Company's Annual
Report on Form 10-K for the fiscal year ended March 1, 1992,
Commission File No. 1-4415, which exhibit is incorporated herein
by reference. This exhibit is a management contract or
compensatory plan or arrangement.)
10.06(c) 1992 Stock Option Plan of the Company. (Reference is made to
Exhibit 10.06(b) of the Company's Annual Report on Form 10-K for
the fiscal year ended March 1, 1992, Commission File No. 1-4415,
which exhibit is incorporated herein by reference. This exhibit
is a management contract or compensatory plan or arrangement.)
10.07(a) Employment Agreement dated December 12, 1984 between Park and
Jerry Shore. (Reference is made to Exhibit 10.07(a) of the
Company's Annual Report on Form 10-K for the fiscal year ended
March 3, 1991, Commission File No. 1-4415, which is incorporated
herein by reference. This exhibit is a management contract or
compensatory plan or arrangement.)
10.07(b) Option Agreement dated November 27, 1984 between Park and Jerry
Shore. (Reference is made to Exhibit 10.07(b) of the Company's
Annual Report on Form 10-K for the fiscal year ended March 3,
1991, Commission File No. 1-4415, which is incorporated herein
by reference. This exhibit is a management contract or
compensatory plan or arrangement.)
10.07(c) Amended and Restated Employment Agreement dated February 28,
1994 between Park and Jerry Shore. (Reference is made to
Exhibit 10.07(c) of the Company's Annual Report on Form 10-K for
the fiscal year ended Feburary 27, 1994, Commission File No. 1-
4415, which is incorporated herein by reference. This exhibit
is a management contract or compensatory plan or arrangement.)
10.08 Lease Agreement dated April 15, 1988 regarding real property
located at 172 East Aurora Street, Waterbury, Connecticut
between FiberCote Industries, Inc. (lease was initially entered
into by USP Composites, Inc., which subsequently changed its
name to FiberCote Industries, Inc.) and Geoffrey Etherington,
II. (Reference is made to Exhibit 10.09 of the Company's Annual
Report on Form 10-K for the fiscal year ended February 26, 1989,
Commission File No. 1-4415, which is incorporated herein by
reference.)
41
Exhibit
Number Description
10.08(a) Lease Amendment dated December 21, 1992 to Lease Agreement dated
April 15, 1988 regarding real property located at 172 East
Aurora Street, Waterbury, Connecticut between FiberCote
Industries, Inc. and Geoffrey Etherington II. (Reference is
made to Exhibit 10.08(a) of the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1993, Commission
File No. 1-4415, which is incorporated herein by reference.)
10.09 Lease Agreement dated March 14, 1988 regarding real property
located at 1117 West Fairmont, Tempe, Arizona between Nelco
Products, Inc. and CMD Southwest One. (Reference is made to
Exhibit 10.10 of the Company's Annual Report on Form 10-K for
the fiscal year ended February 26, 1989, Commission File No. 1-
4415, which is incorporated herein by reference.)
10.09(a) Lease Amendment dated December 10, 1992 to Lease Agreement dated
March 14, 1988 regarding real property located at 1117 West
Fairmont, Tempe, Arizona between Nelco Technology, Inc. and CMD
Southwest One, and novation substituting Nelco Technology, Inc.
for Nelco Products, Inc. (Reference is made to Exhibit 10.09(a)
of the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1993, Commission File No. 1-4415, which is
incorporated herein by reference.)
10.10 Lease Agreement dated October 1, 1991 regarding real property
located at 25 North Park, N.E., Comstock Park, Michigan between
Zin-Plas Corporation and Philip L. Johnson d/b/a Johnson
Development Company. (Reference is made to Exhibit 10.10 of the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1993, Commission File No. 1-4415, which is
incorporated herein by reference.)
10.11 Lease Agreement dated August 31, 1989 regarding real property
located at 1104 West Geneva Drive, Tempe, Arizona between Nelco
Technology, Inc. and Cemanudi Associates. (Reference is made to
Exhibit 10.12 of the Company's Annual Report on Form 10-K for
the fiscal year ended February 25, 1990, Commission File No. 1-
4415, which is incorporated herein by reference.)
10.12 Lease Agreement dated October 12, 1990 between New England
Laminates Co., Inc. and Adams/CRR Corp. regarding real property
located in New Windsor, New York. (Reference is made to Exhibit
10.12 of the Company's Annual Report on Form 10-K for the fiscal
year ended March 3, 1991, Commission File No. 1-4415, which is
incorporated herein by reference.)
10.12(a) Letter Amendment dated October 28, 1992 to Lease Agreement dated
October 12, 1990 between New England Laminates Co., Inc. and
Adams/CRR Corp. regarding real property located in New Windsor,
New York. (Reference is made to Exhibit 10.12(a) of the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1993, Commission File No. 1-4415, which is
incorporated herein by reference.)
10.13 Lease Agreement dated December 12, 1990 between Neltec, Inc. and
NZ Properties, Inc. regarding real property located at 1420 W.
12th Place, Tempe, Arizona. (Reference is made to Exhibit 10.13
of the Company's Annual Report on Form 10-K for the fiscal year
ended March 3, 1991, Commission File No. 1-4415, which is
incorporated herein by reference.)
42
Exhibit
Number Description
10.14 Indenture of Lease dated November 1, 1984 between Dielectric
Polymers, Inc. and Holyoke Supply Company, Inc. regarding real
property located at 218 Race Street, Holyoke, Massachusetts.
(Reference is made to Exhibit 10.14 of the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993,
Commission File No. 1-4415, which is incorporated herein by
reference.)
10.14(a) Extension of Lease dated May 13, 1986 to Indenture of Lease
dated November 1, 1984 between Dielectric Polymers, Inc. and
Holyoke Supply Company, Inc. regarding real property located at
218 Race Street, Holyoke, Massachusetts. (Reference is made to
Exhibit 10.14(a) of the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993, Commission File No. 1-
4415, which is incorporated herein by reference.)
10.14(b) Second Extension of Lease dated May 30, 1991 to Indenture of
Lease dated November 1, 1984 between Dielectric Polymers, Inc.
and Holyoke Supply Company, Inc. regarding real property located
at 218 Race Street, Holyoke, Massachusetts. (Reference is made
to Exhibit 10.14(b) of the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993, Commission File No.
1-4415, which is incorporated herein by reference.)
10.14(c) Amendment to Second Extension of Lease dated May 19, 1994 to
Indenture of Lease dated November 1, 1984 between Dielectric
Polymers, Inc. and Holyoke Supply Company, Inc. regarding real
property located at 218 Race Street, Holyoke, Massachusetts.
(Reference is made to Exhibit 10.14(c) of the Company's Annual
Report on Form 10-K for the fiscal year ended February 27, 1994,
Commission File No. 1-4415, which is incorporated herein by
reference.)
10.15 Lease Agreement dated January 8, 1992 between Nelco Technology,
Inc. and CMD Southwest, Inc. regarding real property located at
1135 West Geneva Drive, Tempe, Arizona. (Reference is made to
Exhibit 10.15 of the Company's Annual Report on Form 10-K for
the fiscal year ended March 1, 1992, Commission File No. 1-4415,
which exhibit is incorporated herein by reference.)
10.16 Lease Assignation, dated April 18, 1991 between New England
Laminates (UK) Limited and Tweedbank Circuit Supplies Limited,
of the Lease Agreement dated October 20, 1986 between Tweedbank
Circuit Supplies Limited and the Scottish Development Agency
regarding real property located at Block 2 and Unit 2 of Block
8, Tweedbank Industrial Estate, Galashiels, Scotland. (Reference
is made to Exhibit 10.16 of the Company's Annual Report on Form
10-K for the fiscal year ended March 1, 1992, Commission File
No. 1-4415, which exhibit is incorporated herein by reference.)
10.17 Sublease Agreement dated April 27, 1992 between New England
Laminates (U.K.) Limited and Mill Book Company Limited regarding
real property located at Bumpers Farm Industrial Estate, Brunel
Way, Chippenham, England. (Reference is made to Exhibit 10.17
of the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1993, Commission File No. 1-4415, which is
incorporated herein by reference.)
43
Exhibit
Number Description
10.18 Tenancy Agreement dated October 8, 1992 between Nelco Products
Pte. Ltd. and Jurong Town Corporation regarding real property
located at 36 Gul Lane, Jurong Town, Singapore. (Reference is
made to Exhibit 10.18 of the Company's Annual Report on Form 10-
K for the fiscal year ended February 28, 1993, Commission File
No. 1-4415, which is incorporated herein by reference.)
11.01 Computation of fully-diluted earnings per common share.
(Reference is made to Exhibit 11.01 of the Company's Annual
Report on Form 10-K for the fiscal year ended February 27, 1994,
Commission File No. 1-4415, which is incorporated herein by
reference.)
22.01 Subsidiaries of the Company. (Reference is made to Exhibit
22.01 of the Company's Annual Report on Form 10-K for the fiscal
year ended February 27, 1994, Commission File No. 1-4415, which
is incorporated herein by reference.)
24.01 Consent of Ernst & Young dated May 25, 1994 (previously filed
with the Form 10-K)
24.02 Consent of Ernst & Young dated July 15, 1994 (previously filed
with Amendment No. 1 on Form 10-K/A to the Form 10-K)
24.03 Consent of Ernst & Young LLP
24.04 Consent of Deloitte & Touche LLP
24.05 Consent of Arthur Andersen
44
EXHIBIT 24.03
45
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statements
Nos. 33-3777, 33-16650 and 33-63956 on Form S-8 of our report dated May 6,
1994, with respect to the consolidated financial statements and schedules of
Park Electrochemical Corp. included in Amendment No. 2 on Form 10-K/A to the
Annual Report on Form 10-K of Park Electrochemical Corp. for the fiscal year
ended February 27, 1994.
Ernst & Young LLP
New York, New York
September 1, 1994
46
EXHIBIT 24.04
47
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statements Nos. 33-3777, 33-16650 and 33-63956 of Park Electrochemical
Corp. on Form S-8 of our report dated May 7, 1993 (October 8, 1993 as to
Note 16)(which contains an explanatory paragraph relating to a
restatement) appearing in this Amendment No. 2 on Form 10-K/A to the
Annual Report on Form 10-K of Park Electrochemical Corp. for the fiscal
year ended February 27, 1994.
Deloitte & Touche LLP
New York, New York
August 24, 1994
48
EXHIBIT 24.05
49
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statements Nos. 33-3777, 33-16650 and 33-63956 on Form S-8 of Park
Electrochemical Corp. (the "Company") of our reports dated May 1, 1993
relating to the financial statements of New England Laminates (UK)
Limited, Technocharge Limited and Tweedbank PCB Supplies Limited, wholly
owned subsidiaries of the Company, which reports are contained in this
Amendment No. 2 on Form 10-K/A to the Annual Report on Form 10-K of the
Company for the fiscal year ended February 27, 1994.
Arthur Andersen
Chartered Accountants and Registered Auditor
Manchester, England
30 August, 1994
50
